Municipio de Mariana & Ors v BHP Group (UK) Ltd & Anor [2023] EWHC 3281 (TCC) (21 December 2023)

Municipio de Mariana & Ors v BHP Group (UK) Ltd & Anor [2023] EWHC 3281 (TCC) (21 December 2023)

Vale failed to prove on the balance of probabilities that BHP, as a non-signatory, was a true party to the arbitration clause in the Shareholders Agreement under Brazilian law. The evidence did not establish that BHP was sufficiently involved in the negotiation or performance of the agreement to be bound by the clause. Therefore, the matters in the Part 20 proceedings are not subject to the arbitration agreement, and the application for a stay is refused.

Citation
[2023] EWHC 3281 (TCC)
Parties
Claimants: Município de Mariana & Others; Defendant/part 20 Claimant/respondent: BHP Group (UK) Ltd; Defendant/part 20 Claimant/respondent: BHP Group Ltd; Part 20 Defendant/applicant: Vale S.A.
Jurisdiction
England and Wales
Judgment Date
21 December 2023
Procedural Posture
Application Under Section 9 of the Arbitration Act 1996 to Stay Proceedings / Judgment on Application for Stay of Part 20 Proceedings
Outcome
Application for stay refused
Legal Topics
Arbitration Agreements, Non Signatories to Arbitration, Interpretation of Arbitration Clauses, Stay of Proceedings, Brazilian Law, Contribution Claims
Arbitration Civil Procedure Contract Law Arbitration Agreements Non Signatories to Arbitration Interpretation of Arbitration Clauses Stay of Proceedings Brazilian Law +1 more

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Parties

Município de Mariana & Others

Claimants

BHP Group (UK) Ltd

Defendant/part 20 Claimant/respondent

BHP Group Ltd

Defendant/part 20 Claimant/respondent

Vale S.A.

Part 20 Defendant/applicant

Procedural Posture

Application Under Section 9 of the Arbitration Act 1996 to Stay Proceedings / Judgment on Application for Stay of Part 20 Proceedings

Legal Issues

  1. 1 Whether BHP is bound by the arbitration clause in the Shareholders Agreement under Brazilian law despite being a non-signatory
  2. 2 Whether the matters in the Part 20 proceedings fall within the scope of the arbitration clause
  3. 3 Whether Vale's application for a stay constitutes an abuse of process

Ratio Decidendi

Vale failed to prove on the balance of probabilities that BHP, as a non-signatory, was a true party to the arbitration clause in the Shareholders Agreement under Brazilian law. The evidence did not establish that BHP was sufficiently involved in the negotiation or performance of the agreement to be bound by the clause. Therefore, the matters in the Part 20 proceedings are not subject to the arbitration agreement, and the application for a stay is refused.

Court Disposition

Application for stay refused

Orders

  • Vale's application for a stay of the Part 20 proceedings under section 9 of the Arbitration Act 1996 is dismissed.